CENTERPOINT ENERGY INC — Director's Dealing 2011

Apr 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2011-04-21

Reporting Person: Wareing Peter S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-21	Common Stock	A	4000	—	Acquired	36000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60000	Indirect
Common Stock	10000	Indirect

Footnotes

F1: Time-based restricted stock awarded under the Stock Plan for Outside Directors, as amended, to outside directors then in office as of May 2, 2011. Shares will vest on the first anniversary of the grant date if the reporting person is a director of the Company through such date; provided however, the shares become fully vested in the event of a change of control of issuer.

F2: Price is not applicable.

F3: Includes 1,333 shares of time-based restricted stock awarded in 2008 that will vest on May 1, 2011; 2,666 shares of time-based restricted stock awarded in 2009 that will vest in 1,333 increments on May 1, 2011 and May 1, 2012; and 4,000 shares of time-based restricted stock awarded in 2010 that will vest on May 3, 2011 if the reporting person is a director of Issuer through such dates; provided however, the shares become fully vested in the event of a change of control of issuer.

F4: Shares of CNP common stock held in trust, of which reporting person's spouse is a trustee and the beneficiary. The filing of this Form 4 shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of such equity securities.

F5: The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.